Lattelecom Group Consolidated Annual Report for the year ended 31 December 2011

Transcription

1 Lattelecom Group Consolidated Annual Report for the year ended 31 December 2011 (according to International Financial Reporting Standards as adopted by the EU) Riga, 1 February 2012 This version of financial statements is a translation from the original, which was prepared in Latvian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, the original language version of financial statements takes precedence over this translation

2 CONTENT MANAGEMENT REPORT... 3 SUPERVISORY COUNCIL... 8 MANAGEMENT BOARD FINANCIAL REVIEW INDEPENDENT AUDITOR S REPORT FINANCIAL STATEMENTS: CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR CONSOLIDATED STATEMENT OF CASH FLOWS FOR NOTES TO THE

3 MANAGEMENT REPORT MANAGEMENT REPORT The Management Board of SIA Lattelecom presents the management report and consolidated financial statements of Lattelecom Group (hereinafter Lattelecom) for the financial year ended 31 December BUSINESS REVIEW The year 2011 has been a year of moderate growth in Latvia: international trade situation has improved substantially, and registered unemployment - though slightly but has still decreased during the year. For the Lattelecom Group this year has proved to be successful. A successful choice of business strategies, cost optimisation, structural changes, and the desire to make the customer s daily routine more comfortable and pleasant all of this has contributed to successful business operation of the company. In 2011 Lattelecom in different studies has been recognised as one of the best customer service companies in Latvia, but in the survey made by recruitment company WorkingDay Latvija Lattelecom has been listed as the 3 rd most attractive employer. In 2011 Lattelecom became the largest TV service provider in the Baltic States, reaching a total of charge TV customers subscribing to the company s three TV services Terrestrial TV, Interactive TV and Internet TV. In 2011 Lattelecom has been the first company in Latvia providing a wide range of TV services over the Internet - Lattelecom Internet TV ( which offers the best choice of live broadcast channels to the company s customers, and enables access to films of various genres through Video on demand (further VoD). In total, Internet TV VoD provides access to as many as 700 full-length and animated cartoon films, which are available either by piece, or through subscribing to VoD service providing unlimited access to the films for 30 days. The Lattelecom Interactive TV service continues to offer customers the most diverse interactive functionality in Latvia, and the number of service benefits available to customers is being increased constantly. In 2011 the number of channels enabling recording (network personal video recorder or NPVR) functionality has been increased instead of the previous 14 such channels the NPVR functionality is now applicable to 28 channels, thus enabling customers to plan their entertainment time, regardless of the existing TV programme of the relevant day. In 2011 the Interactive TV service has been upgraded through incorporating 7 new channels: Sportacentrs.com, Radio101, LoloTV (test), Telekafe (test), Usadba (test), Mir Seriala (test), Comedy TV (test). The VoD service has been subject to substantial upgrade, increasing the choice of films to as many as 1000 films, and offering the content provided by the leading US film studios, such as Warner, Disney, Sony, and MGM, Regency, as well as the most well-known Russian films produced by Mosfilm, Lenfilm, and Sojuzmultfilm and the Latvian content the widest choice of the Animācijas Brigāde (The Rescue Team) series cartoons. In addition, the Interactive TV also enables the customer to subscribe to a newspaper, or order a pizza delivery using a TV remote control. In 2011 a new content service package has been incorporated into the Lattelecom Terrestrial TV service the Sports Package which incorporates the best and most popular TV sports channels. In addition, at the end of the year the total Terrestrial TV channel number has also been increased through adding newly released and previously unknown TV channels - Latvijas Šlāgerkanāls, iconcerts, Sportacentrs.com and Dom Kino. In 2011 Lattelecom commenced massive Wi-Fi network expansion works covering the whole of Latvia. Lattelecom is committed to keep up with the ongoing development of modern technologies and change of consumer habits through providing high quality Internet services available not only from home, but also from various public locations, such as cafes, hotels, shopping malls, etc. The traditional Lattelecom service packages incorporating a telephone line, TV and Internet have been upgraded through including Wi-Fi codes, which the customer can use from any Lattelecom Wi-Fi location in Latvia. 3

4 MANAGEMENT REPORT In 2011 the company proceeded with fibre optic network expansion works, enabling the fastest Internet service in Europe accessible to more than 408K households in Latvia. In 2011 the 1188 Inquiry Service celebrated its 15th anniversary. The Mobile Inquiry service has been launched in the user s location is tracked through the person s mobile phone, displaying on the screen the sites that are nearby the said person. The content suitable for use by mobile users has been subject to upgrade, including also the events and festival/seasonal events guide. The 1188 portal has also been greatly improved, which relates to both the visual design and content. A new portal section and the Vouchers and Discounts business catalogue service has been introduced, which provides an overview of the special offerings and campaigns conducted by those companies that are incorporated into the business catalogue. In 2011, as in previous years, Lattelecom has continued its way towards becoming the preferred customer service provider in Latvia. In order to achieve this objective Lattelecom has not only invested into new technologies and staff training, but has also introduced the international company s Satmetrix measurement tool that enables the company to interview its customers, and to follow up on customer loyalty and satisfaction numbers. Lattelecom has also carried out active work, addressing customer queries over various social networks, such as Twitter, Facebook, and draugiem.lv. In December 2011 Lattelecom was listed the second most powerful Twitter brand in Latvia. Lattelecom has also continued to actively participate in various national and socially important projects, such as the Mission Possible (Iespējamā misija) and Get connected, Latvia! (Pieslēdzies, Latvija!). Lattelecom, being the initiator of the Mission Possible Project, has contributed to bringing young and talented university graduates into the educational system so as to promote quality education in Latvia. The year 2011 new academic year was commenced through bringing to school 18 Mission Possible teachers. Within the framework of the Get connected, Latvia! Project Lattelecom has attempted to reduce the number of such persons in Latvia that do not possess any computer and Internet skills. In 2011 Lattelecom conducted computer training courses aimed at senior persons in Latvia, and the project was very highly appraised over 1500 senior persons have undergone computer training. SHARE CAPITAL At the end of 2011 Lattelecom s share capital was LVL , consisting of capital shares with a par value of LVL 1. The Republic of Latvia owns capital shares with a total nominal value of LVL , representing approximately 51% of the share capital. AS TILTS Communications owns capital shares with a total nominal value of LVL , representing approximately 49% of the share capital. AS TILTS Communications is indirectly owned by TeliaSonera AB. SHARES IN OTHER COMPANIES SIA Lattelecom owns 23% of the share capital of mobile telecommunications operator SIA Latvijas Mobilais Telefons. Lattelecom owns 50% of the share capital of AS Pirmais Slēgtais Pensiju Fonds. It is the only registered closed private pension fund in the Republic of Latvia the shareholders of which are employers. SIA Lattelecom owns 100% of the share capital of SIA Lattelecom Technology, SIA Lattelecom BPO and SIA Citrus Solutions. FINANCIAL RESULTS Information about Lattelecom's operating financial results for 2011 is presented in the financial review on pages 11 to 12, which are an integral part of this report. PROPOSAL ON PAYMENT OF DIVIDENDS The Lattelecom Management Board, in accordance with Lattelecom Group dividend policy and regulatory acts, proposes to distribute 100% distributable 2011 profits in the amount of LVL 21,834,142 as dividends to be paid to its shareholders. 4

5 MANAGEMENT REPORT CHANGES TO CORPORATE MANAGEMENT AND ARTICLES OF ASSOCIATION No changes to corporate management structure and no amendments were made to the Articles of Association in SUPERVISORY COUNCIL During 2011, the Lattelecom Supervisory Council members were: Gatis Kokins (Chairman of the Council), Juha-Pekka Weckstrom (from ), Tiia Tuovinen, Ove Lars Alm, Yvonne Djerf, Joakim Rolf Sundstrom, Jānis Grēviņš, Kārlis Krēsliņš, Uldis Ivars Grava (from ), Mārtiņš Roze (from ), Raitis Tukāns (from ), Reinis Bērziņš (till ), Arnis Luhse (till ), Inga Spriņķe (till ), Leif Anders Gylder (till ) Additional information about members of the Lattelecom Supervisory Council can be found on pages 8 to 9. MANAGEMENT BOARD During 2011, the members of the Lattelecom Management Board were: Juris Gulbis (Chairman of the Board), Gints Bukovskis, Ingrīda Rone, Kerli Gabriloviča, Uldis Tatarčuks (from ), Ģirts Bērziņš (till ). Additional information about Lattelecom Board members can be found on page 10. DISCLOSABLE INTERESTS Lattelecom Management Board members and their family members or legal entities under their control do not own any shares in Lattelecom or its subsidiaries. Management Board members do not have interests in any contracts or arrangements involving Lattelecom activities. MANAGEMENT BOARD RESPONSIBILITY FOR THE ANNUAL REPORT The Management Board is responsible for the preparation of the financial statements of the Group. The financial statements fairly present the financial position of the Group as at the end of the reporting year, and the results of its operations and cash flows during the reporting year. The Management Board confirms that appropriate accounting principles were applied consistently in the preparation of the 2011 financial statements on pages 14 to 47, and that prudence was exercised in making estimates and forecasts. The Management Board confirms that international financial reporting standards for the preparation of financial reports and Latvian legislation were complied with, and that the financial statements were prepared on a going concern basis. The Management Board is responsible for maintaining proper accounting records, for taking reasonable steps to safeguard the assets of the company, and to prevent and detect any fraud or other irregularities. REGULATORY FRAMEWORK On 1 January 2011 the amendments to the Electronic Communications Law of the Republic of Latvia entered into force by which the regulatory functions due for fulfilment by the Ministry of Transport were separated from such activities that related to ownership rights in electronic communications companies. Thus, the breach elimination process initiated by the European Commission with regard to incorrect implementation of the Directive 2002/21/EC of the European Parliament and of the Council of 7 March 2002 on a common regulatory framework for electronic communications networks and services (Framework Directive) in Latvia was brought to a close. Following the amendments to the Electronic Communications Law of the Republic of Latvia determining the competence of the SJSC Electronic Communications Office in monitoring the installation and construction of networks, on 1 March 2011 the new Republic of Latvia Cabinet of Ministers Regulation No. 166 Procedure for the Installation and Construction of Electronic Communications Networks was adopted, which established the necessary legal framework applicable to this industry. 5

6 MANAGEMENT REPORT Pursuant to the Regulator s year 2009 decisions the value of the Lattelecom and mobile operator interconnect tariffs has been decreased during the report year with effect from both 1 January and 1 July the Lattelecom tariff value reduced by 7.9% and 6.9% respectively, whilst the tariff value of mobile operators has been reduced by 12.5% and 14.2%. Further reduction of interconnect tariffs was implemented in January Following the market analysis report concerning call termination at a fixed location on an individual public telephone network (market No. 3), in August 2011 the Regulator took a decision by which a special tariff regulation obligation was made binding on 39 fixed electronic communications merchants, imposing also a call termination tariff margin that is applicable to said merchants with effect from 1 March 2012 at a level equal to the existing Lattelecom margin. Eight of said merchants appealed to the court against this decision. However, in 2011 no court investigations have yet been carried out with respect to the nature of the case. Even though at the end of 2010 the Competition Council gave its consent for the merger of the Baltkom Group, IZZI Group and SIA EST Risinājumi, in 2011 the merger of the three key industry stakeholders has not taken place. The IZZI owners and investors refused to approve the merger of the two companies on equal terms, bringing forward a proposal to buy 100% of Baltkom shares. In 2011 the Competition Council reviewed two cases brought forward to itself with regard to Lattelecom operation: - The SIA First Online claim submitted in December 2010 with respect to misuse of dominant position by Lattelecom. The Competition Council revealed that the reason for submitting the said claim has been the debate concerning the fulfilment of the agreement concluded by and between the two companies, which, as to its nature, is deemed to be a civil debate arising between the two parties in connection with the provisions of the agreement, whereby the Competition Council decided to instigate no further proceedings in this regard. - The Viasat, TV3, Izzi and Baltkom claims concerning misuse of dominant position by Lattelecom with respect to the launch of digital terrestrial television. Following the review of the case, the Competition Council decided to bring the case to a close due to lack of evidence, recording no violation of rules by Lattelecom. RISK MANAGEMENT Lattelecom and its subsidiaries are running their business in a rapidly changing business environment, where in 2011, as in previous years, the company s ability to quickly tailor the business to the existing market needs has been of vital importance. The company has identified the key risks, which include the country s economic situation and its impact on the purchasing and paying capacity of customers, technology development and competition growth, changes in the customer needs and habits, services that are pre-determined by non-stop operation of IT systems, as well as partial and short-term dependence on the key suppliers. An in-depth analysis of said risks and identification of the most appropriate risk strategies has allowed the company to retain its leadership position in the market and meet the objectives laid down by itself. Comprehensive and systematic risk management enables the Lattelecom Group to timely identify business risks and, following the evaluation of possible impact of said risks, to select the most optimum risk management strategy. Risks are regularly subject to evaluation throughout all Lattelecom structural units and subsidiaries, as well as with respect to the key business processes. In 2011 various projects have been conducted allowing the company to substantially reduce the existing IT system risks system failure, downtime and recovery times, as well as data security risks. Following economic evaluation, Lattelecom and its subsidiaries have handed part of the existing risks over for management by a third party, duly insuring the said risk object. Insurance covers such areas as movable and immovable property, business interruption, special civil liability and civil liability, and staff insurance. In the future, as in 2011, Lattelecom risk management activities will pertain to such strategic risks as the country s economic and political factors, impact of the regulatory environment on the company s business, activities carried out by competitors and fight for market share, changes in communications and IT market, and their impact on the competitiveness of the company s services. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD There have been no events after the end of the reporting period date that could materially affect the financial statements of Lattelecom for the reporting year ended 31 December

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8 SUPERVISORY COUNCIL SUPERVISORY COUNCIL Gatis Kokins is Chairman of Lattelecom Supervisory Council since 25 November In 2004 he obtained MBA degree at the Stockholm School of Economics in Riga, in MSc degree in physics at the University of Latvia. He has also studied macroeconomics at the University of London and carried out research at the Bonn University Synchrotron facility in Germany. Mr G. Kokins has worked at the Faculty of Physics and Mathematics of the University of Latvia as a researcher, later he held Vice-president's and a Board member positions at the Deutsch - Lettische bank (after acquisition Hansabanka, now Swedbank). He has also held the Vice-president's position in Parex bank and has been Chairman of the Supervisory Council of Parex bank in Lithuania. In 2007 Mr G. Kokins resigned from executive management positions in Parex bank and turned to entrepreneurship, but in November 2008 (after acquisition of Parex bank by the Latvian government) upon the Management Board's request, he returned with a view to work on the bank s stabilisation that lasted till December From September 2008 till March 2009 Mr G. Kokins was Chairman of the Board of the political party Sabiedrība Citai Politikai (now joined the political party Vienotība). From November 2010 till November 2011 Mr G. Kokins was Advisor to the Minister of Justice Aigars Štokenbergs. Juha-Pekka Weckstrom is Deputy Chairman of Lattelecom Supervisory Council since 9 May J.-P. Weckstrom holds the position of Managing Director of TeliaSonera Finland Oyj and the position of Senior Vice President within Telia Sonera AB Broadband Services Finland. J.-P. Weckstrom has been working in the telecommunications industry since He holds an MSc in engineering in the field of information technologies from Helsinki University of Technology. J.-P. Weckstrom holds the position of Chairman of the Board at Pension Fund of TeliaSonera Finland Oyj. He is a member of the Board of the Finnish Federation of Pension Funds ry, a member of the Board at Finnish Federation of Communications and Teleinformatics ry and Federation of Finnish Service Industries ry, as well as at Cygate Oy, Datainfo Oy and Cresscom Oy. Ove Lars Alm is a member of Lattelecom Supervisory Council since 3 May Mr O. Alm holds the position of CEO of TeliaSonera Skanova Access AB within the TeliaSonera AB Business Area Broadband Services. Mr O. Alm has worked within the TeliaSonera Group since Yvonne Djerf is a member of Lattelecom Supervisory Council since 18 June Ms Y. Djerf holds the position of Program Director B2B, Operational Development TeliaSonera AB Business Area Broadband Services. Ms Y. Djerf is a member of the Board of Karolinska University Hospital in Sweden. She is also a member of the Board of Compleo Individstöd AB, a private owned company in Sweden. Ms Y. Djerf has worked within the TeliaSonera Group since Uldis Grava is a member of Lattelecom Supervisory Council since 4 February He has acquired higher education studying economics at the University of Columbia (USA) and marketing at the University of New York. Mr U. Grava was Vice-president and Marketing Planning Director at Newspaper Association of America (New York), Marketing and Development Director of Radio Free Europe (Prague). From he held the position of General Director of Latvian Television. Mr U. Grava has been a member of Liepaja City Council. He served as a member of the 9 th Saeima, was a member of Foreign Affairs Committee, a delegate of the Baltic Assembly, and the head of the groups for inter-parliamentary relations with the USA, the Check Republic and the Cyprus. Jānis Grēviņš is a member of Lattelecom Supervisory Council since 10 December Previously, since July 2002, he served as a member of SIA Lattelekom Board of Directors. Since April 2003 Mr J. Grēviņš is the Director of Riga Business School at Riga Technical University. He is teaching and conducting research on the contemporary information technologies and the effects of modern communication means in project management. From 1998 till 2003 Mr J. Grēviņš studied for his PhD and worked as a project coordinator at the School of Management of the University at Buffalo, State University of New York, USA. Kārlis Krēsliņš is a member of Lattelecom Supervisory Council since 10 December He joined Lattelekom Board of Directors in July Mr K. Krēsliņš is an Associate Professor of Stockholm School of Economics in Riga in the IT area. Since November 2005 he is Executive MBA Programme Director, he has been involved in international research projects, made presentations at international conferences and seminars and is the author of several publications. From 1993 till 1997 he was completing PhD as well as teaching seminars and practical sessions at the Department of Information Studies, Loughborough University, UK. 8

9 SUPERVISORY COUNCIL Joakim Rolf Sundström is a member of Lattelecom Supervisory Council since 3 May Mr J. Sundström holds the position of Vice President Business Control within the TeliaSonera AB Business Area Broadband Services. Mr J. Sundström has been active in the telecommunication industry since 1983 both in Sweden and abroad and has held various Finance management positions. Mr J. Sundström is also a member of the Board of TEO LT and of some fully owned subsidiaries within the TeliaSonera Group. Raitis Tukāns is a member of Lattelecom Supervisory Council since 4 February He has a bachelor s degree in finance and economics from the Auburn University (USA) and he has acquired a Certificate in real estate valuation from the Faculty of Civil Engineering of the Riga Technical University. He started his career as a customer service specialist in SunTrustBank in Atlanta, USA. Later on he worked as a finance consultant at Morgan Stanley. Mr. R.Tukāns held the positions of business development project manager at Citadele Asset Management, quality improvement specialist at GE Money Bank, project manager at Re&Solution/Newsec, and business development manager at Maximus Capital Management. From 2011 he is a member of AS Air Baltic Corporation Supervisory Council. Tiia Tuovinen is a member of Lattelecom Supervisory Council since 18 June Ms T. Tuovinen holds the position of General Counsel within the TeliaSonera AB Business Area Broadband Services. Ms T. Tuovinen is a member of the board of Tilts Communications AS, TeliaSonera Finland Oyj and TeliaSonera International Carrier AB, fully owned subsidiaries within the TeliaSonera Group, TEO LT AB and Tectia Corporation, a publicly listed company in Finland. Ms T. Tuovinen has worked within the TeliaSonera Group since Mārtiņš Roze is a member of Lattelecom Supervisory Council since 4 February He obtained a bachelor s degree at the University of Latvia, Faculty of Biology and a master s degree at the Faculty of Social Sciences of the University of Latvia. Since 1994 he has held various positions at the Ministry of Agriculture. From 2002 till 2009 he was the Minister of Agriculture. M. Roze was a member of the 9 th Saeima, representing Zaļo un Zemnieku partija (the Union of Greens and Farmers). 9

10 MANAGEMENT BOARD MANAGEMENT BOARD Juris Gulbis is Chairman of Lattelecom Management Board and Chief Executive Officer since 8 May Since 1 January 2007 he was Chief Financial Officer and Deputy Chairman of the Management Board. Before joining Lattelecom Mr J. Gulbis was Executive Director of the S.P.I. Group SA in Geneva, Switzerland - a company specialising in production and distribution of alcoholic drinks. Previously he held Executive Director's position at S.P.I. Spirits (Cyprus) Limited as well as the position of Chairman of the Board of the largest Baltic alcohol bottling and distribution company AS Latvijas Balzams. Mr J. Gulbis holds an engineering degree in the fields of managing production and constructing roads and bridges from the Riga Technical University. He has attended various professional courses, including ones focused on international bookkeeping standards, the specifics of banking and capital markets, as well as personnel management. He has also completed INSEAD Executive Education Advanced Management Programme in France. Mr J. Gulbis is also a member of the largest international association of accountants ACCA (Association of Chartered Certified Accountants). Gints Bukovskis is Deputy Chairman of the Management Board from 5 June 2009 and a member of Lattelecom Management Board since 21 July He also holds the position of Chief Financial Officer. Earlier Mr G. Bukovskis was an Associated Director of Business Consulting Services at financial consulting company SIA KPMG Baltics. He has also been a member of the board and the Finance director in several large enterprises, listed in NASDAQ OMX Riga. He started his career in finance sector as Audit Manager at SIA PricewaterhouseCoopers. Mr G. Bukovskis has a bachelor's degree in accounting and analysis of economic activities from the University of Latvia. He is also a member of the largest international association of accountants ACCA (Association of Chartered Certified Accountants). Uldis Tatarčuks is a member of Lattelecom Management Board from 12 March He also holds the position of Chief Technology Officer. Prior to this, with effect from March 2009 he fulfilled the duties of Chairman of SIA Citrus Solutions Management Board, but before that U. Tatarčuks was the Member of SIA Citrus Solutions Management Board and Commercial Director of SIA Citrus Solutions. Before joining Lattelecom Group he fulfilled the duties of Regional Business Manager of SIA Bite Latvija. Mr. U. Tatarčuks has also been Chairman of AS Falck Apsargs Board, filling also other management positions within this company. Mr. U. Tatarčuks graduated the Latvia Academy of Sports Education with a bachelor s degree in sports pedagogy. He has also studied at the University of Latvia, Faculty of Law. At the moment he is studying for an MBA at Riga Business School. Kerli Gabriloviča is a member of Lattelecom Management Board since 11 September She also holds the position of Commercial Director. Ms K. Gabriloviča joined Lattelecom in She was Marketing and Brand Manager as well as Director of Customer Service and Retail. Previously she was Head of Marketing Department at AS Rīgas Miesnieks, as well as Management Consultant at SIA Ernst &Young Baltic and Regional Representative at Hoiubank Investments. Ms K. Gabriloviča has specialised in business administration and economics at the Stockholm School of Economics in Riga. She holds an MSc degree in business administration and economics specialising in Product Management and CRM from Karlstad University (Sweden). Ingrīda Rone is a member of Lattelecom Management Board since 10 December She holds the position of Director of Personnel Management. Ms I. Rone is a board member of the Latvian Association of Personnel Management and foundation Mission Possible. In previous years, her professional activities have been related with personnel management. She holds a bachelor s degree in psychological science and a master s degree in business administration from the Riga International School of Economics and Business Administration. Previously, she has worked as Personnel Manager at AS Laima and AS Staburadze, as well as SIA Pepsi Cola General Bottlers Latvia. 10

11 FINANCIAL REVIEW FINANCIAL REVIEW Introduction The year 2011 has been a year of stabilisation and moderate growth in Latvia. All key macroeconomic indicators have revealed positive dynamics, where in the 3rd quarter of the year the actual GDP has increased by 6.6%, whilst registered unemployment has decreased by three percent during the year (from 14.5% down to 11.5%). Following the economic recession there have appeared positive changes in the economic structure, which has undergone a shiftover focusing more on export and production. It had been as early as in 2010 already that Latvia was listed among the leading countries in the European Union as to export growth, managing to retain its position also in listed the 4th in the European Union with a 30% export growth attained in the first nine months of the year. Export constitutes as much as 60% of Latvia s economy already, which is why there is a well-founded reason for concern as to the impact of the debt crisis of the other EU States on future trade of Latvia s products and services. Revenue The Lattelecom Group year 2011 revenue amounted to LVL 135.8M, which is by LVL 3.8M less than in previous year (See Note 1 of the Financial Report). With respect to telecommunications services the highest increase vs. the previous year has been recorded for the TV and Internet revenue, which is due to a rapid increase of customer numbers. Data turnover has also increased vs. 2010, whilst voice revenue has continued to be on the decrease. Revenue (LVL mill.) Operational results In 2011 the Lattelecom Group normalised EBITDA 1 constituted LVL 47.5M (in 2010 LVL 45.6M), whilst EBITDA margin amounted to 35%. Compared to 2010, the HR costs have been by LVL 3.1M lower, as various functional and structural changes have been carried out. Other operating costs have increased by LVL 1.1M (See Note 4), as customer service costs have increased substantially, which in turn has resulted from yielding higher TV and fibre optic customer numbers. The Lattelecom Group year 2011 operating profit 2 constituted LVL 16.9M (in LVL 14.7M). Financial income and expenses In 2011 the Groups net financial expenses constituted LVL 246K (in LVL 440K worth net expenses). Such result has been obtained as interest cost has decreased in value, and as loans/borrowings have been lower in value as well. Financial results of the associated company In 2011 the Lattelecom associated company s SIA Latvijas Mobilais Telefons (LMT) operational results reflect a decrease. Compared to 2010, in 2011 the Lattelecom revenue from 23% of LMT shares owned by itself have decreased by 11%, amounting to LVL 6.6M (in 2010 LVL 7.4M). Taxes The Lattelecom Group is one of the largest taxpayers in Latvia. In 2011 the total of LVL 33.7M have been paid out accounting for various taxes (in 2010 LVL 36.7M), which also include LVL 9.1M worth deductions from the amounts calculated as payable to employees (in 2010 LVL 10M). 1 Normalised EBITDA (earnings before interest, taxes, depreciation and amortisation, gains from disposal of assets and termination benefits) is referred to in this part of the document as an indicator widely used in the telecommunications industry and known to investors, even though it is not regarded as a generally accepted accounting term and should not be referred to as an alternative term to operating profit and cash flow. 2 Operating profit earnings before interest, taxes and revenue from co-participation in the associated companies. 11

12 FINANCIAL REVIEW FINANCIAL REVIEW (continued) Annual profit The year 2011 Lattelecom Group profit constitutes LVL 20.8M, which is by 8% more than last year (in 2010 LVL 19.3M). The year 2011 ROCE 3 (Return on Capital Employed) constituted 12.8% (in %). Given the current economic situation in the country, the existing Lattelecom Group operational results are deemed to have been successful. Profit (LVL million) Subsidiaries The year 2011 Lattelecom subsidiary operational results: Subsidiary Revenue million LVL Profit million LVL SIA Citrus Solutions SIA Lattelecom Technology SIA Lattelecom BPO SIA Baltijas Datoru Akadēmija* SIA BPO Baltic** * SIA Baltijas Datoru Akadēmija is a 100% SIA Lattelecom Technology subsidiary. ** SIA BPO Baltic is a 100% SIA Lattelecom BPO subsidiary. Cash flow The Lattelecom Group year 2011 net cash operating income constitutes LVL 60,7M (in 2010 LVL 47,5M). The year 2011 net cash expenditure relating to investing activities constitutes LVL 19.6M (in 2010 LVL 31M), which is primarily related to the resources deployed as capital expenditure. The year 2011 net cash expenditure relating to financing activities constitutes LVL 39,1M (in 2010 LVL 15.6M), which is mainly related to dividend payout and repayment of borrowings. Capital expenditure (CAPEX) The year 2011 capital expenditure (CAPEX) constitutes LVL 21.6M (in 2010 LVL 31.4M), of which the highest value investments have been into the development of the fibre optic network. Capital investments (LVL million) Return on capital ROCE (Return on Capital Employed) is reflected in percent, measuring profit before taxes against average capital used in the report period (assets minus short-term payables and minus long-term payables excluding borrowings). 12

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18 NOTES TO THE GENERAL INFORMATION The principal activities of Lattelecom Group (Group or Lattelecom) are the provision of fixed network electronic communications services (voice, data, TV, Internet and carrier), information technology related services, call centre services to business and residential customers and sales and servicing of telecommunications and data equipment and telecommunications network constructions and maintenance services. The number of employees of the Group at the end of the period was The Parent company of the Group, SIA Lattelecom was incorporated as a state owned company on 9 January On 14 January 1994 the government of Latvia and TILTS Communications AS, which is a wholly owned subsidiary within TeliaSonera Group, founded limited liability company Lattelecom, where the Republic of Latvia owns 51% of the share capital of Lattelecom, and TILTS Communications AS owns 49% of the share capital. Registered address of Lattelecom is 105 Dzirnavu Street, Riga, LV-1011, Latvia. At the end of 2011 there were 3 wholly owned subsidiaries of the SIA Lattelecom: SIA Citrus Solutions, SIA Lattelecom BPO and SIA Lattelecom Technology. Besides, Lattelecom indirectly owned SIA Baltijas Datoru Akademija, the wholly owned subsidiary of SIA Lattelecom Technology, the main activities of which are provision of IT training services and SIA BPO Baltic, the newly established subsidiary wholly owned by SIA Lattelecom BPO, the main activities of which are provision of accounting and other outsourcing services. SIA Citrus Solutions was established as a limited liability company on 28 June 2005 (registered address 52 Ūnijas St., Riga, LV-1084, Latvia). The principal activities of Citrus Solutions are provision of telecommunications network construction and maintenance services. SIA Lattelecom BPO was established as a limited liability company on 11 July 2005 (registered address 2 Gunara Astras Street, Riga, LV-1082, Latvia). The main activities of Lattelecom BPO are services related to business process outsourcing and customer relations management. In November 2005 SIA Lattelecom acquired 100% of the share capital of a limited liability company SIA Microlink Latvia (now SIA Lattelecom Technology). Lattelecom Technology (registered address 16 Dzirnavu Street, Riga, LV-1010, Latvia) provides wide spectrum of IT solutions and services to the business customers of the state and private sector. These Group consolidated financial statements have been reviewed by the Supervisory Council on March 2012 and approved for issue on that date. 18

19 STATEMENT OF ACCOUNTING POLICIES (a) Basis of preparation These consolidated financial statements have been prepared in accordance with and comply with International Financial Reporting Standards as adopted by EU (IFRS) and Interpretations issued by its International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union. The accounting policies adopted are consistent with those of the previous year except that the Group adopted those new/revised standards and interpretations becoming mandatory for financial years beginning on or after 1 January 2011: Amendment to IAS 24 Related Party Disclosures, issued in November 2009 (effective for annual periods beginning on or after 1 January 2011). The amended standard simplifies the disclosure requirements for government-related entities and clarifies the definition of a related party. The Group has early adopted this Standard for the period beginning on 1 January Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement (effective for annual periods beginning on or after 1 January 2011). This amendment applies only to companies that are required to make minimum funding contributions to a defined benefit pension plan. It removes an unintended consequence of IFRIC 14 related to voluntary pension prepayments when there is a minimum funding requirement. The amendment has no impact on financial statements as the Group does not have to make minimum funding contributions to a defined benefit pension plan. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 July 2010). This IFRIC clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished through the debtor issuing its own equity instruments to the creditor. A gain or loss is recognised in the profit and loss account based on the fair value of the equity instruments compared to the carrying amount of the debt. IFRIC 19 does not have any impact on financial statements as the Group has not made extinguishing of financial liabilities with equity instruments. Amendments to IAS 1 Limited exemption from comparative IFRS 7 disclosures for first-time adopters (effective for annual periods beginning on or after 1 July 2010). Existing IFRS preparers were granted relief from presenting comparative information for the new disclosures required by the March 2009 amendments to IFRS 7 'Financial Instruments: Disclosures'. This amendment to IFRS 1 provides firsttime adopters with the same transition provisions as included in the amendment to IFRS 7. The amendment did not any effect on financial statements. Improvements to International Financial Reporting Standards, issued in May 2010 (effective dates vary standard by Standard while a part of improvements are effective for annual periods beginning on or after 1 July 2010 and the other part for annual periods beginning on or after 1 January 2011). The improvements consist of a mixture of substantive changes and clarifications in the following standards and interpretations: - IFRS 1 was amended: (i) to allow previous GAAP carrying value to be used as deemed cost of an item of property, plant and equipment or an intangible asset if that item was used in operations subject to rate (ii) regulation, to allow an event driven revaluation to be used as deemed cost of property, plant and equipment even if the revaluation occurs during a period covered by the first IFRS financial statements and (iii) to require a first-time adopter to explain changes in accounting policies or in the IFRS 1 exemptions between its first IFRS interim report and its first IFRS financial statements; - IFRS 3 was amended: (i) to require measurement at fair value (unless another measurement basis is required by other IFRS standards) of non-controlling interests that are not present ownership interest or do not entitle the holder to a proportionate share of net assets in the event of liquidation, (ii) to provide guidance on acquiree s share-based payment arrangements that were not replaced or were voluntarily replaced as a result of a business combination and 19

20 (iii) to clarify that the contingent considerations from business combinations that occurred before the effective date of revised IFRS 3 (issued in January 2008) will be accounted for in accordance with the guidance in the previous version of IFRS 3; - IFRS 7 was amended to clarify certain disclosure requirements, in particular (i) by adding an explicit emphasis on the interaction between qualitative and quantitative disclosures about the nature and extent of financial risks, (ii) by removing the requirement to disclose carrying amount of renegotiated financial assets that would otherwise be past due or impaired, (iii) by replacing the requirement to disclose fair value of collateral by a more general requirement to disclose its financial effect, and (iv) by clarifying that an entity should disclose the amount of foreclosed collateral held at the reporting date and not the amount obtained during the reporting period; - IAS 1 was amended to clarify that the components of the statement of changes in equity include profit or loss, other comprehensive income, total comprehensive income and transactions with owners and that an analysis of other comprehensive income by item may be presented in the notes; - IAS 27 was amended by clarifying the transition rules for amendments to IAS 21, 28 and 31 made by the revised IAS 27 (as amended in January 2008); - IAS 34 was amended to add additional examples of significant events and transactions requiring disclosure in a condensed interim financial report, including transfers between the levels of fair value hierarchy, changes in classification of financial assets or changes in business or economic environment that affect the fair values of the entity s financial instruments; - IFRIC 13 was amended to clarify measurement of fair value of award credits. The amendments did not have any material effect on its financial statements. Amendment to IAS 32 Financial instruments: Presentation Classification of Rights Issues (effective for annual periods beginning on or after 1 February 2010) clarifies how to account for certain rights when the issued instruments are denominated in a currency other than the functional currency of the issuer. If such instruments are issued pro rata to the issuer's existing shareholders for a fixed amount of cash, they should be classified as equity even if their exercise price is denominated in a currency other than the issuer's functional currency. The amendment is not relevant to the Group s consolidated financial statements as the Group has not issued such instruments at any time in the past. A number of new standards, amendments to standards and interpretations, which are not yet effective for the year ended 31 December 2011, have not been applied in preparing these consolidated statements: Amendments to IFRS 7 Disclosures - Transfers of Financial Assets (effective for annual periods beginning on or after 1 July 2011). The amendment requires additional disclosures in respect of risk exposures arising from transferred financial assets. The amendment includes a requirement to disclose by class of asset the nature, carrying amount and a description of the risks and rewards of financial assets that have been transferred to another party yet remain on the entity's balance sheet. Disclosures are also required to enable a user to understand the amount of any associated liabilities, and the relationship between the financial assets and associated liabilities. Where financial assets have been derecognised but the entity is still exposed to certain risks and rewards associated with the transferred asset, additional disclosure is required to enable the effects of those risks to be understood. The Group does not expect the amendments to have any material effect on its financial statements. 20

21 IFRS 9 Financial Instruments Part 1: Classification and Measurement, issued in November 2009 with amendments issued in October 2010, as well as further issued amendments of IFRS 9 and IFRS 7 in December 2011 (effective for annual periods beginning on or after 1 January 2015; not yet adopted by the EU). IFRS 9 replaces those parts of IAS 39 relating to the classification and measurement of financial assets. IFRS 9 was further amended in October 2010 to address the classification and measurement of financial liabilities. Amendments made in December 2011 to IFRS 9 and IFRS 7 Mandatory Effective Date and Transition Disclosures determines that the effective date of IFRS 9 is annual periods beginning on or after 1 January 2015, and modifies the relief from restating comparative periods and the associated disclosures in IFRS 7. Key features are as follows: - Financial assets are required to be classified into two measurement categories: those to be measured subsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to be made at initial recognition. The classification depends on the entity s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. - An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset s contractual cash flows represent only payments of principal and interest (that is, it has only basic loan features ). All other debt instruments are to be measured at fair value through profit or loss. - All equity instruments are to be measured subsequently at fair value. Equity instruments that are held for trading will be measured at fair value through profit or loss. For all other equity investments, an irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value gains and losses through other comprehensive income rather than profit or loss. There is to be no recycling of fair value gains and losses to profit or loss. This election may be made on an instrument-by-instrument basis. Dividends are to be presented in profit or loss, as long as they represent a return on investment. - Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The key change is that an entity will be required to present the effects of changes in own credit risk of financial liabilities designated as at fair value through profit or loss in other comprehensive income. The Group is considering the implications of the standard, the impact on the Group and the timing of its adoption by the Group. IFRS 10, IFRS 11, IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011): a package of five Standards on consolidation, joint arrangements, associates and disclosures issued in May 2011 effective for annual periods beginning on or after 1 January 2013; not yet adopted by the EU). Earlier application is permitted provided that all of these five standards are applied early at the same time. Key requirements of these five Standards are described below. - IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12 Consolidation Special Purpose Entities has been withdrawn upon the issuance of IFRS 10. Under IFRS 10, there is only one basis for consolidation, that is control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor's returns. Extensive guidance has been added in IFRS 10 to deal with complex scenarios. - IFRS 11 replaces IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. SIC-13 Jointly Controlled Entities Non-monetary Contributions by Venturers has been withdrawn upon the issuance of IFRS 11. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations. In addition, joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities under IAS 31 can be accounted for using the equity method of accounting or proportionate accounting. - IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than those in the current standards. 21